IP Trnasfer Agreement - Handover-Contract-69589
IP Trnasfer Agreement - Handover-Contract-69589
IP Trnasfer Agreement - Handover-Contract-69589
This agreement relates to the transfer of intellectual property rights for the following entry created in the contest "Suggest
Name and Design Logo":
Entry #67
The agreement transfers Intellectual Property ownership from Thanga Raj (Freelancer) to (Employer).
1. Acceptance of Agreement
This agreement ("Agreement") is a contract between you and other users of www.freelancer.com or related sites ("Site") if you
are a user of the Site and host or enter contests hosted on the site ("Contest"). The Site is offered to you conditional on your
acceptance of this Agreement. Please review the terms and conditions set out below before using the Site. Your continued use
of the Site after such time will signify your acceptance of this Agreement
This Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and other
users of the Site. This Agreement incorporates the User Agreement applicable to www.freelancer.com and related sites ("User
Agreement").
Where referred to the "Freelancer group" includes Freelancer International Pty Ltd and any and all associated companies.
If you do not agree to any of these terms and conditions you should immediately cease to use the Site.
2. Amendment of Agreement
Freelancer group may amend or modify this Agreement in whole or in part from time to time, without notice, by posting an
amended Agreement on the Site or any linked information. Such updated version of the Agreement will be effective at the
time we post it.
To the extent that there is any inconsistency between the terms of this Agreement, the User Agreement or any agreement
between Users, then those documents will be read in the following order of precedence:
- first, the User Agreement will take precedence over all other documents; and
- second, this Agreement will take precedence over any separate agreement between Users.
4. Users
The terms "You", "Your", "User", or "Users" refer to anyone accessing the Site. The Site provides a venue to introduce Users
who wish to host Contests ("Buyers") and Users who wish to enter such Contests ("Sellers") whereby they submit work to the
Site ("Work") that the Buyer may select as the winning Contest entry. A transaction will then occur via the Buyer selecting the
winner of the Contest ("Winner"). The Site enables Users to identify each other, hold a Contest, select the Winner, invoice and
pay for Works. A transaction may also occur if a Seller (other than a Seller who is the winner of the Contest) offers the Contest
entry for sale to a Buyer at a price equal to or lower than the Contest award price.
5. Date of Agreement
This Agreement is entered into between the Buyer and Seller on the date that the Buyer selects the Winner of a Contest or the
date the Buyer agrees to purchase a non-winning Contest entry.
Upon the Buyer selecting the Winner (by selecting a Seller's Work that has been entered in the Contest) or by agreeing to
purchase a non-winning Contest entry, the Buyer agrees to purchase, and the Seller agrees to deliver the Work in accordance
with the following agreements: (1) this Agreement; and (2) all applicable policies and terms incorporated by reference that
apply to the Site, as amended from time to time; (3) any other contractual provisions accepted by both the Buyer and Seller
uploaded to the Site, to the extent not inconsistent with the User Agreement; and (4) the Work specifications as described on
the Site, to the extent not inconsistent with the User Agreement.
In this Agreement, "Intellectual Property Rights" includes all copyright, trade mark, design, patent, database, semi-conductor
or circuit layout rights, trade names, business names, company names or domain names, other proprietary rights, or any
rights to the grant or registration of such rights, existing anywhere in the world, whether created or in existence before or
after the date of this Agreement.
8. Entries to Contests
The Seller grants the Freelancer group a non-exclusive, irrevocable, worldwide, unrestricted right to use the Work free of
charge for any purpose. The Seller grants to the Buyer an exclusive option ("Option") to, by the date that is fourteen days
following the end of the Contest or the sale of an entry as specified on the Site ("Option Period") in addition to any further
extensions, acquire the Intellectual Property Rights to the Work in accordance with the terms of this Agreement. If the Buyer
does not exercise the Option, the Intellectual Property Rights shall be vested in the Seller and the Seller shall be entitled to
use his or her Work at the end of the Option Period.
You acknowledge that the Freelancer group shall not be put in a less favourable position than if the Work had never been
submitted to the Site. Design and development work carried out by the Freelancer group or Buyers that host Contests could
use the same or similar idea to that which is submitted as part of the Work. Therefore, the applicant acknowledges that the
know-how which is already held by the Freelancer group or that of Buyers when the Work was submitted or which at a later
stage and independently from the Work will be developed by the Freelancer group and related parties or Buyers can be used
without restrictions, and that such use will not infringe the Seller's Intellectual Property Rights.
If a Buyer has purchased Work pursuant to a Contest by way of selecting the Winner or by agreeing to purchase a non-
winning Contest entry, then upon payment in full being made for the Work, the Seller hereby assigns to the Buyer all
Intellectual Property Rights which the Seller has or may in the future have in the Work.
10. Warranties
The Seller represents and warrants that the Seller's Work and content of any such Work: (a) will be free from defects in
material and workmanship; (b) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or
other intellectual property right or proprietary right or right of publicity or privacy; (c) will not violate any law or regulation; (d)
will not be defamatory or trade libelous; (e) will not be offensive; (f) will not include incomplete, false or inaccurate
information about User or any other individual; and (g) will not contain any viruses or other computer programming routines
that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or
personal information.
The Buyer and Seller both warrant that they each have all necessary rights and authority to enter into and perform this
Agreement.
This agreement is between a Seller and Buyer and for the avoidance of doubt, the Freelancer group is not a party to this
Agreement. We are not involved in any transactions between you and any other Users. You acknowledge and agree that the
Freelancer group will not be a party to any such dispute regarding transactions involving the Site or be obligated to take any
action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other Users of the
Site, you hereby release the Freelancer group (as applicable) as well as our related entities, affiliates, and our and their
respective officers, directors, agents, and employees, from any and all claims, demands, and damages (actual and
consequential) of every kind and nature, known and unknown, related to such a dispute.
THE FREELANCER GROUP DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WORKS SOLD
ON THE SITE OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FREELANCER GROUP SHALL NOT BE LIABLE TO USERS OR
ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR
DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE FREELANCER GROUP HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR
LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THE FREELANCER GROUP
SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF THE CONTEXT IN WHICH
WORKS PURCHASED ON THE SITE ARE USED.
13. Indemnity
The Seller agrees to indemnify and hold the Buyer and the Freelancer group (as applicable) as well as our related entities,
affiliates, and our and their respective officers, directors, agents, and employees, harmless from and against any and all
claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and
unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this User
Agreement or your violation of any law or the rights of a third party.
Any dispute arising out of or in connection with this Agreement shall be governed by the laws of the State of New South
Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
15. General
The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable,
such provision may be removed and the remaining provisions will be enforced. Nothing in this clause shall exclude or restrict
your liability arising out of fraud or fraudulent misrepresentation.